View:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):March 15, 2004
NEWELL RUBBERMAID INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9608 36-3514169
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
10 B Glenlake Parkway
Suite 600
Atlanta, Georgia 30328
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code:(770) 670-2232
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
------- -----------
99.1 Press Release captioned "Newell Rubbermaid
Announces Sale of Three Businesses," dated
March 15, 2004, issued by Newell Rubbermaid Inc.
Item 12. Results of Operations and Financial Condition.
The information in this Report, including the Exhibit attached hereto,
is furnished pursuant to Item 12 of this Form 8-K. Consequently, it
is not deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to the liabilities of that
section. It may only be incorporated by reference in another filing
under the Exchange Act or Securities Act of 1933 if such subsequent
filing specifically references this Form 8-K.
On March 15, 2004, Newell Rubbermaid Inc. (the "Company") issued a
press release announcing that it had reached a definitive agreement to
sell three businesses (Burnes{R} Picture Frame, Anchor{R} Glass and
Mirro{R} Cookware) to Global Home Products, LLC, an affiliate of
Cerberus Capital Management L.P. A copy of the Company's press
release, dated March 15, 2004, is attached as Exhibit 99.1.
The press release contains the following non-GAAP financial measure -
diluted earnings per share, excluding restructuring and other charges.
For purposes of SEC Regulation G, a "non-GAAP financial measure" is a
numerical measure of a registrant's historical or future financial
performance, financial position or cash flows that excludes amounts,
or is subject to adjustments that have the effect of excluding amounts,
that are included in the most directly comparable measure calculated
and presented in accordance with GAAP in the statement of income,
balance sheet or statement of cash flows of the issuer; or includes
amounts, or is subject to adjustments that have the effect of including
amounts, that are excluded from the most directly comparable measure
so calculated and presented. Operating and statistical measures and
certain ratios and other statistical measures are not non-GAAP
financial measures. For purposes of the definition, GAAP refers to
generally accepted accounting principles in the United States.
Pursuant to the requirements of Regulation G, the Company has provided,
as a part of the press release, a reconciliation of this non-GAAP
financial measure to the most directly comparable GAAP financial
measure.
The Company has used this financial measure for several years, both in
presenting its results to stockholders and the investment community
and in its internal evaluation and management of its businesses. The
Company's management believes that the presentation of diluted earnings
per share, excluding restructuring and other charges, is useful to
investors since this measure:
* enables investors and anlysts to compare the current non-GAAP
measure with the corresponding non-GAAP measure used in the past,
* provides information with respect to earnings per share, both
historical and expected, related to continuing operations after
the Company's restructuring plan is completed, and
* permits investors to view the Company's performance using the
same tools that Company management uses to evaluate the Company's
past performance and prospects for future performance and to
gauge the Company's progress in achieving its stated goals.
Additionally, the Company uses this measure as one of the performance
goals that help determine the amount, if any, of cash bonuses for
corporate management employees under the Company's management cash
bonus plan.
While the Corporation believes that this non-GAAP financial measure is
useful in evaluating the Company, this information should be considered
as supplemental in nature and not as a substitute for or superior to
the related financial information prepared in accordance with GAAP.
Additionally, this non-GAAP financial measure may differ from similar
measures presented by other companies.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NEWELL RUBBERMAID INC.
Date: March 19, 2004 By: /s/ Dale L. Matschullat
--------------------------------
Dale L. Matschullat
Vice President - General Counsel
& Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release captioned "Newell Rubbermaid
Announces Sale of Three Businesses," dated
March 15, 2004, issued by Newell Rubbermaid Inc.
EXHIBIT 99.1
------------
PRESS RELEASE
NEWELL RUBBERMAID ANNOUNCES SALE OF THREE BUSINESSES
Company Divests Burnes Picture Frame, Anchor Glassware
and Mirro Cookware Businesses
ATLANTA, MARCH 15, 2004 - Newell Rubbermaid Inc. (NYSE: NWL) announced
today that it has entered into a definitive agreement to sell three
businesses (Burnes{R} Picture Frame, Anchor{R} Glass and Mirro{R}
Cookware) to Global Home Products, LLC, an affiliate of Cerberus
Capital Management L.P. This transaction is consistent with the
company's intention to divest nonstrategic businesses and concentrate
on leveraging brand strength and product innovation in its core
portfolio of businesses. Closing of the transaction is subject to
regulatory approval and certain other customary conditions.
In 2003, the three businesses contributed approximately $695 million
of sales in the Calphalon{R} Home Segment. Under the terms of the
agreement, the company will retain the accounts receivable of the
businesses and expects gross proceeds as a result of the transaction
to be approximately $310 million. Other terms of the agreement were
not disclosed.
Newell Rubbermaid CEO Joseph Galli said, "Divesting non-strategic
businesses is a priority for 2004, and we are pleased to report
significant progress against this initiative. Combined with our
other divestitures this year, we have now completed the bulk of our
portfolio transformation. While we still have more work to do, we are
moving carefully and quickly to transform Newell Rubbermaid into an
organization capable of consistent growth and profitability through a
core portfolio of businesses."
OUTLOOK
This transaction will be dilutive to earnings approximately $0.11 to
$0.13 cents. For 2004, the company continues to expect sales to
decline 1% - 3% and continuing diluted earnings per share to now be in
the range of $1.36 to $1.46. This range excludes restructuring charges
of $43 - $63 million ($0.11 - $0.16 per share) and other charges of
$10 - $20 million ($0.03 - $0.05 per share) primarily related to
product line exits and charges of $95 - $115 million ($0.31 - $0.39
per share) primarily for foreign currency translation adjustments
related to divestitures of non-core businesses.
For the first quarter 2004, the company continues to expect internal
sales to decline 1% - 3% and continuing diluted earnings per share to
be $0.16 - $0.20. This range excludes restructuring charges of $25 -
$35 million ($0.06 - $0.09 per share) and other charges of $5 - $10
million ($0.01 - $0.03 per share) primarily related to product line
exits and charges of $95 - $115 million ($0.31 - $0.39 per share)
primarily for foreign currency translation adjustments related to
divestitures of non-core businesses.
A reconciliation of the 2004 earnings outlook is as follows:
1st Quarter Full Year
----------- ---------
Diluted earnings per share
continuing operations ($0.27) - ($0.23) $0.81 - $0.91
Diluted earnings per share
discontinued operations ($0.02) ($0.02)
Excluding:
Restructuring charges $0.06 - $0.09 $0.11 - $0.16
Other charges--product line exits,
divestitures $0.32 - $0.42 $0.34 - $0.44
----------------- -------------
Diluted earnings per share,
excluding charges $0.16 - $0.20 $1.36 - $1.46
================= =============
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
The statements contained in this press release that are not historical
in nature are forward-looking statements. Forward-looking statements
are not guarantees since there are inherent difficulties in predicting
future results, and actual results could differ materially from those
expressed or implied in the forward looking statements. For a list of
major factors that could cause actual results to differ materially
from those projected, refer to Newell Rubbermaid's third quarter 2003
Form 10-Q, Exhibit 99.1, filed with the Securities and Exchange
Commission.
NON-GAAP FINANCIAL MEASURES
This release contains non-GAAP financial measures within the meaning
of Regulation G promulgated by the Securities and Exchange Commission.
Included in this release is a reconciliation of the differences
between these non-GAAP financial measures with the most directly
comparable financial measures calculated in accordance with GAAP.
ABOUT NEWELL RUBBERMAID
Newell Rubbermaid Inc., is a global marketer of consumer products with
2003 sales of over $7 billion and a powerful brand family including
Sharpie{R}, Paper Mate{R}, Parker{R}, Waterman{R}, Colorific{R},
Rubbermaid{R}, Stain Shield{R}, Blue Ice{R}, TakeAlongs{R},
Roughneck{R}, Brute{R}, Calphalon{R}, Little Tikes{R}, Graco{R},
Levolor{R}, Kirsch{R}, Shur-Line{R}, BernzOmatic{R}, Goody{R}, Vise-
Grip{R}, Quick-Grip{R}, IRWIN{R}, Lenox{R}, and Marathon{R}. The
company, headquartered in Atlanta, Ga., employs approximately 40,000
people worldwide.
This press release and additional financial information about the
company are available under the Investor Relations section of the
company's website at www.newellrubbermaid.com.
Newell Rubbermaid Inc.
Atlanta, GA
Securities Listed
NYSE
Common Stock
(Symbol: NWL)
www.newellrubbermaid.com
Jesse Herron
Vice President, Investor Relations
6833 Stalter Drive
Rockford, IL 61108
Phone: 815-381-8150
Susan Masten
Director, Public Relations
6833 Stalter Drive
Rockford, IL 61108
Phone: 770-670-2215